Volume 50, Issue 3 - March 2015

Mergers&Acquisitions

Sika AG Puts Up Roadblock to Acquisition by Saint-Gobain

French conglomerate Saint-Gobain’s deal to acquire a controlling interest in Swiss specialty chemical company Sika AG appears to have encountered some roadblocks. The Sika board of directors has decided the Burkard’s family voting rights in the company should be reduced to 5 percent. The Saint-Gobain deal hinged on the Burkard’s family’s agreement to sell Schenker Winkler Holding AG to Saint-Gobain. The family-owned company controls 16.1 percent of Sika’s capital and 52.4 percent of its voting rights, which would have paved the way for Saint-Gobain to gain controlling interest of Sika.

According to a Sika statement, “After closely analyzing the claim made by Schenker-Winkler Holding AG (SWH) to convene an early extraordinary general meeting, the board of directors of Sika AG … made the following decisions: Burkard/SWH’s voting rights are restricted to 5 percent and the right to convene extraordinary general meetings has been removed.”

The statement continues, “In the view of the board of directors, the voting rights held by the Burkard family/SWH should be restricted to the statutory 5 percent limit. The Burkard family/SWH forms a group with Saint-Gobain and therefore exercises their voting rights at general meetings in accordance with Saint-Gobain’s instructions. The Federal Supreme Court has repeatedly ruled that such arrangements are an inadmissible circumvention of statutory voting restrictions.”

The Cantonal Court of Zug in Switzerland dismissed a request by SWH to review Sika’s board decision, though Saint-Gobain and SWH could appeal to the Swiss Supreme Court.

Meanwhile, more than 100 senior managers at Sika AG reportedly signed a letter stating their opposition to Saint-Gobain’s bid to acquire controlling interest in the company. The letter was sent to Saint-Gobain’s CEO.

The Burkard family has a long history with Sika, which is why the company was able to have such a high voting privilege with just 16.1 percent of the capital. In light of the family’s recent relationship with Saint-Gobain, the Sika board of directors felt it was time to revisit the Burkard’s voting power.

“This exceptional privilege is solely attributable to the Burkard family’s close association with Sika, which stretches back more than a century and its repeated public assertions of its intention to retain this close association and to protect the company against takeovers. Now that the Burkard family/SWH have formed a group with Saint‐Gobain, this historical privilege must be considered lost, together with the right to convene extraordinary general meetings,” according to Sika’s statement.

Furthermore, Sika’s board reports that shareholders representing more than 35 percent of the company’s total capital have given “their assurance to support the board of directors and management in their efforts to safeguard the interests of Sika and its stakeholders. This is more than double the capital held by the Burkard family,” reports Sika’s board.



Binswanger Gains New Division
with Glassworks Acquisition


Binswanger Enterprises LLC, which is owned by Grey Mountain Partners, acquired Glenview, Ill.-based Glassworks LLC in late January. Glassworks, which has been in business since 1977, serves the Chicagoland market as an installer of custom shower enclosures, mirrors, table tops and architectural glass and glazing.

“We are excited to add a company of Glassworks’ abilities to the family here at Binswanger,” says Norm Plotkin, CEO and president of Memphis, Tenn.-based Binswanger Glass. “Their solid reputation in the marketplace is well deserved. The work ethic and model at Glassworks fits well within our operations ...”

Speaking of the acquisition, Mac Hines, president of Glassworks, told USGlass magazine, “There are a lot of ways for us to grow. We were a large organization, handling around 4,000 transactions a year for our customers, before the acquisition. Now, I think we’ll have even more power in the marketplace to offer new products and services to our existing customers and win many new customers as well.”

Glassworks will continue to operate under the Glassworks name, as a division of Binswanger Glass, offering its complete line of Arcadia and Glassworks products.

“Our architectural glass opportunities seem limitless,” says Hines. “We purchased Arcadia Residential Inc. in 2011 and that business has been really good for us. On commercial and residential glass projects, big and small, our team has really delivered – designing, fabricating and installing glass on some of Chicagoland’s most prestigious addresses.

“Again, we are very excited about joining the Binswanger team and feel it’s a wonderful opportunity for our customers, employees and vendors.”



GAP to Acquire
Equity in CGS


Graham Architectural Products (GAP), located in York, Pa., entered into an agreement with Continental Glass Systems (CGS), located in Hialeah, Fla., to acquire “a significant equity and operating partner position in the business of CGS,” according to a release.

The transaction, expected to close early in the first quarter of 2015, is a “strategic acquisition [that] complements the existing GAP businesses by broadening the Graham manufacturing footprint in the southern United States, while adding a well-established hurricane impact portfolio into the product mix,” according to GAP.

“. . . Combining CGS and GAP expands our geographical reach specifically along the Gulf and Atlantic coastlines, as well as in inland impact zones, and solidifies our hurricane impact product offering nationwide,” says Brian Hurley, GAP president and CEO.

Correction

In the PRL product release that ran in the January 2015 issue of USGlass on page 52, the symbol for inches was picked up as the symbol for feet. The company’s tubular panic devices can accommodate glass doors up to 120 inches tall. USGlass regrets the error.

USG
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